Research On Accelerated Maturity Of Shareholders' Capital Contribution Under Non-bankruptcy Circumstance

The 2013 amendment to the Company Law gave shareholders the benefit of capital contribution period,but the question of how to protect the interests of creditors has aroused controversy in theoretical circles.Starting from the legislative purpose of the Company Law to protect the interests of creditors,this article will combine case analysis and current legislative trends to affirm the system of accelerated maturity of shareholders’ capital contributions under the situation of non-bankruptcy,and try to make suggestions.The first part introduces the dispute between Jiangxi Ganzhou Qiming Co.,Ltd.and Guardian Company over the termination of the construction project contract,which focused on whether the court could require the shareholders of Qiming to accelerate the maturity of the capital contribution under the non-bankruptcy situation of the company,and the courts of first and second instance made completely different judgments on this issue.The author discusses the relevant contentious points into identification premise,objective contention and subjective contention.The second part is a legal review of the accelerated maturity of shareholders’ capital contributions under the non-bankruptcy situation,mainly from the two aspects of the imbalance of the protection balance of "creditors’ interests" and "shareholders’ interests",and the dual dilemma of "lack of supervision by shareholders" and "lack of relief for creditors".The third part examines the current legislative status and judicial application of the accelerated maturity of shareholders’ capital contribution.On the basis of combing the existing legal provisions on the accelerated expiration of shareholders,the latest minutes of civil and commercial meetings and the draft revision of the Company Law summarize the legislative trends,and further sort out the judicial application of the expanded interpretation and the limited interpretation.The fourth part studies the accelerated maturity of shareholders’ capital contribution from the three perspectives of the applicable premise,the objective dimension and the subjective dimension based on the focus of the dispute in the case,in which the applicable premise should be "enforcement cannot be said",the existing theoretical differences should be sorted out and analyzed in the objective dimension,and the subjective dimension should determine that the shareholders’ long capital contribution period is invalid.Part V first expands the interpretation of Article 22 of the Judicial Interpretation III of the Company Law,affirming the application of accelerated maturity in non-bankruptcy situations as a whole.Secondly,the malicious will of shareholders at the subjective level should be restrained by the public order and good customs system;For the objective level of non-liquidation,"enforcement cannot be said" is strictly applied to determine whether the company has bankruptcy.